Ultimate Kevin Eleven
by fanfictionman11
Summary: Kevin's epic quest to find his place in the universe. And finally kick Ben's butt in a fight.
1. Chapter 1

Upgrade of the Mind and Body

 _What the hell am I doing here?_ I pondered to myself as I sat sprawled off on the couch in my girlfriend's secret base. I was watching Ben save the day yet again on TV. _At this rate he's gonna completely leave me in the dust_. I've been brooding over this kinda stuff for the past couple of weeks now. It all started when Ben decided to regale me with the tale of how he took down Maltruent. How he and Rook got front row seats to the big band itself, and how they were planning to go explore the universe this summer. Now while I ain't the type I couldn't help but be a bit jealous at the – let's face it – impressive things he's done. Hell I was there for some of them. But it got me thinking, what kind of legend worthy things have I done. Sure I've help save the universe a couple times, even saving the day from Aggregor when Ben couldn't stop him. But no one ever sung songs about it. No one ever went 'Oh man, that's Kevin Levin' when I walked down the street. Heck even Rook has more hero cred than I do and that just ain't right. Was it because Ben was stronger than me, pffft like hell he is. All his power comes from the omnitrix, although I have to admit he's pulled off some crazy shit with that thing. When I really think about it, the omnitrix just does artificially what I can do naturally. Maybe that's why he's stronger, because the watch does the heavy lifting for him. Not to mention he's got like a million options to choose from with that watch. But he's not invisible, he's been beaten before, I've beaten him before. I can't afford to waste my time just sitting around here. Even Gwen's gonna surpass me at this rate. I mean this is her secret sanctum I'm in right now. Dammit why don't I have a secret sanctum of my own? I was getting more and more agitated as I watched the news coverage of Ben's latest deed.

Gwen walked into the room carrying a pile of large heavy looking tomes. Well carrying may not be the right word to describe it. More like she was levitating them instead of lifting. I didn't really pay it much mind at first, I was still busy brooding. After she guided the books to the table she looked over at me. "Hey babe, what you up to over there" She asked. But I didn't reply, mostly because I wasn't really listening. She pouted at my silence, then marched over to stand in front of me, still not getting a reaction out of me. So she took drastic steps. Plopping herself down squarely on my lap, her knees on either sides of my thighs. Well that got my attention immediately. "Hello, Earth to Kevin, what's up with you. You've been kinda stoic the past two weeks. I mean you've only washed and waxed your car once this week, so I know something's up with you." Leave it to her to discern my mood from the way I threat my car, wait, only once this week, what the hell. "It's nothing serious babe, I'm fine." her brows bunched in disbelief, she knew me way too well. "Kevin Ethan Levin you be straight with me right now. What in the word is bothering you so much?" Dammit, did she really have to bust out the full name thing; I mean that's just cheating. I closed my eyes and sighed, oh well, couldn't lie now.

"I've been doing a lot a thinking, 'bout me mostly, and where I'm heading with my life. And sadly, I got no freaking clue of an answer. I mean Ben's got his hero thing; you have your magic thing, but what do I have. Nothing that's what, and I have no idea of what I want to do either." She thought quietly for a while but I could tell she wasn't really coming up with anything. "Not to mention that half my life was a lie. Just some cover story Servantis came up with. In truth I don't even remember who my parents were. I don't even know who I really am anymore. It's really starting to rattle me" I let my head fall with those words. However this time she didn't have to think about an answer. She cupped my cheeks with her hands and forced me to look into her deep green eyes.

"I know exactly who you are; you're Kevin Ethan Levin, my totally awesome boyfriend and a kickass mechanic. You're a loyal friend and tough as nails hero. That's who you are, don't you ever doubt that." She kissed me for extra insurance and I couldn't help but smile. Jeez when she puts it like that how could I possible refute it? She always knows exactly what to say to lift my spirits and I love her for it. "Besides, if you really don't know what to do with yourself, then why don't you just go on a Trip, you know, do a little soul searching. Who knows, you might find the answer you're looking for." Hmm, I had to admit she had a point there. Plus it's been a while since I've taken the Rust-Bucket out for a spin. "Wait but if I go off on a trip, what would you do. Don't tell me you just plan to stay locked up in here, studying all this stuff." I watched as her face took on an almost apologetic look. "Actually, about that, you see, I kinda agreed to go spend my next summer vacation with grandma Verdona." – She clasped her hands in apology – "Please don't be mad at me. She just kept hounding me about it until I craved in. I'm really sorry babe." Well it's not like I was mad at her or anything. I had seen the stubborn childishness of her grandmother first hand.

"Oh well, it can't be helped then I guess" I said chuckling a bit, she crack an eye open to look at me. "So you're not mad at me?" she asked me and I shook my head. "Of course not babe, you go have fun with your grandma. Besides, I don't wanna get on her bad side again." we both shook at that memory. "Oh thanks babe" she learned to give me a kiss, then she moved to whisper in my ear. "Since you've been so understanding about this, I think I should give you an extra special reward, don't you think." She said as she licked the shell of my ear. The seductiveness in her tone and the lust burning at the back of her eyes had me melting into the couch. "I definitely think so" I said and she smiled that oh so sexy smile of hers. She slowly got off my lap, taking both my hands and helping me up off the couch. She swung her hips as she turned and guided me to the bedroom where we spent the next hour making passionate love to each other.

We spent the next few weeks in relatively the same fashion. When Gwen wasn't doing her college thing, she was doing her magic thing. And I went back to my mechanic job, I also started to wash and wax my car at least three times a week. It was around two days before summer break started that I had an epiphany. I finally had a clue as to what I wanted, but it wasn't going to be easy, not at all. Then the big day was here, Gwen was all packed and ready. As we waited for Verdona to come pick her up Gwen turned to face me, one of her eyebrows raised. "So, you figured out what you're going to do yet? Or are you just going to wing it until you do?" I thought about it for a while, in truth I had thought of something. But I didn't want to give too much away yet. "Well let's just say that I got something in mind. But you'll have to wait 'cause I want it to be a surprise." I told her with a grin, she pouted a bit. Then there was a bright flash of violet light signalling the arrival of Verdona. "Gwendolyn darling, I've come to get to you as promised. And might I say how happy I am that you finally decided to embrace your Anodite heritage." She said in that always too bubbly way of hers. Seriously where does the old woman get that kind of energy, you know, aside from the obvious. Gwen groaned under her breath, already annoyed. "Hey grandma, nice to see you too, you remember my boyfriend Kevin right." She gesture at me and I waved to her grandma, I seriously did not want to get on her bad side again.

"Ah of course I remember you. Glad to see that you're still taking such good care of my granddaughter. I always knew that you were a fine young man." After saying that she floated over to me and kissed me on the cheek, Gwen just rolled her eyes at the woman's antics. "Alright grandma lets go." – She then looked at me - "you sure you're gonna be ok." Gwen asked me with concern on her face. "Yeah I'mma be alright, you'll see. In fact if this thing works, I'mma be a lot better than alright." I said with a degree of smugness, mostly so she'd not worry about me too much. She smiled at me then turned to Verdona, telling her she was ready. I watched her go as Verdona started rambling about all the places she wanted to take her and things she wanted to teach her. Gwen had an almost eager look on her face as they both vanished in a flash of violet light.

Now It was just me myself and I, perfect, time to get this show on the road and kick start my own summertime adventures. I got out the stuff I had packed and laid them on the table. Then I took a quick shower and did some tidying up, and yes I can clean if I want to. After that I gave the place a once over, got my stuff and locked up behind me. Zet was on heels as we made our way to first leg of the journey, an abandoned airfield just outside of town where the Rust-Bucket was waiting. Why the hell did I name it that again, on well whatever. I drove up into the cargo hold then secured my car in place for takeoff. After putting away my stuff I made my way to the cockpit and jumped into the pilot's seat, Zet took the co-pilot's seat. "You ready girl" she gave me a sharp bark. I started the engines and then we were air born, just a man and his dog off on an epic space adventure. Now this plan I came up with a couple of days ago was gonna be complicated, and potentially dangerous. It started when I was thinking about my past, how it had really been, not the make believe version Servantis had planted in my head. And that got me thinking about Servantis himself, how he used to be the proctor of the plumbers, second only to the Magistrata.

And that's when it hit me, why don't I become the next proctor, with my own elite team and my own rules. Sadly there was a problem with that. I had nowhere near skilled, smart or strong enough for that position. But there was a way to circumvent that, a loophole exclusive to me. And that loophole was my powers. Servantis had once used my powers to live-graph the DNA of one species on to another, therefore creating hybrids like Pierce, Helen, Manny and Allen. I was like an organic version of the omnitrix, which gave me two options. I could do what Aggregor did, but that would make Gwen and everyone else hate me. Or I could grab the omnitrix again, but that always ended badly. It's because the omnitrix is just a receiver, linked to the codedon stream on Primus. That's what makes me lose control, because I'm technically tapping into over a million genetic samples of DNA. But after learning what I could really do from that little bout I had with Servantis. I now know of I more stable way to go about doing it.

Which now leads me to my next problem, I was running out of the boosted intelligence I got from Servantis. And if I was gonna do this; I'd have to be smart about it. So how do I permanently jack up my IQ? The answer to that question was now simple to me; I just needed to live-graph onto myself the DNA on a highly intelligent species. And for that I chose a Galvin. It was now just a matter of how to acquire it. Then I remembered I knew of one Galvin I had fairly easy access to, Albedo. So I headed to the Plumber HQ that was orbiting the Earth. I docked and then made my way straight to the prison cell block. Since I had my plumbers badge plus I was well known, I had no problem getting access to Albedo's cell. Or sabotaging the security feeds on my way there.

"Hey there midget" I teased due to Azmuth's turning him into the ten year old version of Ben. "What the hell do want Levin; have you come here to gloat. Well you might as well enjoy it, for it will be short lived." He said trying to sound all high and mighty. I had to remind myself that even though he looked like Ben he was a Galvin, and one of the smartest beings in five galaxies. "Easy there mini dork, I didn't come here to rub your defeat in your face, even though it's quite tempting. No, I came here for something much more beneficial to me." As I told him this I placed my hand on the lock system to his cell. With the last of the power I got from Servantis I opened his cell and grabbed him. I quickly caught the hand that he wore his ultimatrix on while he struggled and complained. I didn't have much time before security was on to me so I had to do this fast. I turned the dial to a Galvin and hit the watch, watching him transform. As soon as he was, I began to absorb his power; using a device I created from Servantis's memories to live-graph his genetic code onto myself, without having to kill him of course. He looked stunned at first, but then quickly composed himself, shifting into his ultimate Galvin from. "I don't know what your game is Levin but you wo- ahhhwahahh." I didn't let him finish as I hit him with a teaser disk. I couldn't have him breaking out because of me know could I. I closed the door to his cell as he reverted back to his young Ben form and quickly made my exit.

I didn't stop until I was on my ship and safely flying away from plumber HQ. Man, I can't believe that work, and no one will even know it happened. With this, phase one was now complete. Already I could feel my intelligence growing, surpassing even what I got from Servantis. In fact I already knew what to do next, my mind working like a super computer had already created the next phase of my plan. And then the next phase still. By the time this was complete I would be unstoppable. No one, not even Ben would be able to stand in my way. Now it was onto phase two, since I now have a stronger intellect. I would need a stronger body. And I already had the ten alien DNA's I would need lined up. "Alright then girl, next stop, Primus."

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Now normally Primus is not planet that is easily found. In fact only a select few like Azmuth knew of its true location. And that was for good reason. You see Primus was the planet where the codedon stream could be found. Think of the codedon stream as being a mighty river made up of over a million genetic codes collected form races all throughout the galaxy. This was the true source of the omnitrix's strength, as the omnitrix just acted as a wireless transmitter and receiver to this place. It's because of the excess feedback from this place that I went berserk whenever I grabbed the omnitrix in the past. But not anymore, I had a plan for that now, which just left finding the planet to begin with. It would be practical impossible for me find it, especially since Azmuth was the one who hid it. But I again found a way around that. For this was the real reason I targeted Albedo. Seeing as he once worked for Azmuth, and he even created his own version of the omnitrix, the ultimatrix. I knew that he would know where Primus was, and he did. That was how I had acquired its location. I was now on a set course for it, placing the ship in auto pilot so that I had time to think.

I sat crossed legged on the floor with Zet laying right beside me as I ran over again the selections I had made in my mind. Ten specific aliens that would compliment and work in tandem with each other, giving me perfect adaptability to any and all situations. Four of these alien powers I got the idea from Aggregor. The ten were, an Amperi (Ra'ad), which would give me electricity based powers. Even be able to perceive and read electrical signals, which means I would be able to read minds. A Sororosian (echo echo) would give me sonic projection as well as self-cloning. A Prypiatosian-B (NRG), would boost my ability to absorb energy and immunity to any form of radiation, plus heat vision. A Talpaedan (Armodrillo) would give me super strength, earthquake manipulation and the ability to travel sub-terrainiously. A Necrofriggion (Big chill) would give me super cold breath, intangibility and I would be able to survive in zero atmospheres. A Methanosian (Swampfire) would give me pyrokenesis and plant manipulation as well as high speed regeneration. A Galvanic Mechamorph (Upgrade) would give me technokenesis. A Galilean (Gravattack) would give me manipulation over gravity itself. A Geochelone Aerio (Terraspin) would give me immunity to manna attacks, plus generation of powerful gales, even tornados. And lastly a Citrakayah (fasttrack) which give me super speed.

With these powers plus my boosted intellect, I doubt there would be anyone who could beat me. Even Ben wouldn't stand a chance; there would be nothing he could throw at me that I wouldn't be able to deal with. Hmm maybe there was one exception, an insanely powerful and utterly ludicrous exception. Zet's loud sharp bark pulled me from my meditative state. At last we were finally here. Although at first I couldn't see anything, as if the damn planet wasn't even there. But I knew better, I knew that there was a cloaking device shielding it form view. So I pressed on and soon after passing through the cloaking field, the planet Primus laid before us. I landed in an open field surrounded by dense jungle, Zet right at my side. We began our trek inward, heading straight for the intended target. I was unaware that we were being followed but Zet wasn't. Her keen senses picked up on our pursuer before whoever had a chance to strike. Zet charged into the thick brush to flush whoever it was out and succeeded in doing so. A young woman, maybe a year younger than me jumped some twenty feet into the air and landed just a few feet away from me. I recognised her, even with the blonde hair, she looked so much like Gwen it was shocking. I knew this girl, how I could have forgotten about her. She was the prototype of the first omnitrix, the Unimatrix, or Eunice for short.

"Wait, you're Kevin Levin aren't you. What are you doing here, wait, how did you even find this place? She looked sceptically but I could see the small bit of fear in her eyes. I quickly raised both my hands in a surrender kind of way. I didn't want to scare her. She may look small and cute, but she's still powerful in her own right. I didn't want to get into a fight with her, now as I am now. "Listen Eunice, I didn't come here to cause any trouble. It's just that by coming here I can bypass the long tedious journey it would take to acquire what I want." I explained to her. While her suspicious gaze dropped she remained defensive. She was the guardian of this place after all. "And just what is it that you need from this place, if you don't mind my asking." Well it made no sense to hide it, it's not like I'm after some nefarious thing like world domination. So I slowly explained my plan to her and she listened intently to the finish. "So you want to become the proctor of the plumbers huh, I can respect that. Well I guess that for a cause like that I can help you out a bit." She said with a firm nod, and then stretched out her hand. I gladly accepted her hand shake, then we proceeded to the codedon stream together. We discussed a lot of stuff on the way. Things she had missed because she was stuck here, how everyone back on earth was doing, and how I got Zet, who liked her immediately.

When finally arrived I couldn't help but whistle. Even though I had seen it before the codedon stream was still impressive to me. How much power was swirling within that thick green gloop? Eunice called over some of the collection drones Azmuth had created to scorer the galaxy and collect DNA samples. She put the ten drones that resembled electronic mosquito's to work extracting the ten genetic samples I had asked for. In truth there was one more that I wanted to collect, but I decided to save that one for later. "Thanks a lot Eunice, you're a life saver." I said as the collection was completed and the samples were given to me. I watched in strange wonder as she blushed deeply. "It was no problem really. But if you could, there o-one thing I would like to request of you." she said timidly, oh man, what's with her all of a sudden. Well it's not like I could just turn her down after she's helped me so much, man up Levin. "Sure, if it's something I can do, then I'll give it a shot." I proclaim, then watched as she blushed even harder. Ok, starting to get a little nervous now. "Well, y-you see, it's quite lonely here just being by myself. I mean I know I have an important job to do so it's not like I'm complaining or anything. But still it can be lonely. S-so I was wondering if you could maybe, like, put in a word with Azmuth about sending me a companion. I mean it doesn't have to be a boy – although I wouldn't if it was – a girl would fine. Just somebody I could be friends with I guess."

So that's what she wanted, thank heavens, I mean I was kinda sweating there for a minute. Plus the frantic-ish kinda way in which she explained it was really quite. "You have my word Eunice. As soon as I leave here I'm gonna give Azmuth a call. But could you just call him yourself." I mean it would be share idiocy if Azmuth left her no way to contact him, you know in case of emergencies. "What! There no way I could do that. It would be way too embarrassing. I mean, it's like asking your dad to get you a boyfriend. I couldn't possibly do that." she shrieked while waving her hands in front of her and shaking her head. Really that's the problem here, embarrassment. Girls, you could travel the universe, gain phenomenal knowledge and you still wouldn't be able to understand them. "Alright alright I get it; you can stop freaking out now." I waited till she finally calmed down. "I put in the word for you so don't worry about it, I owe you that much." She hugged and thanked me and I couldn't help but wonder she realized that she let the word boyfriend slip out. Oh well I'll just chuck it up to a girl thing.

We said our goodbyes and I noted the all too happy expression on her face. Zet and I were soon back on the ship and once again off on our adventure. I didn't want to waste any time to I set up the Samples in the infusion injector at once. I strapped myself in then heard Zet whined in worry. "Don't worry girl this is gonna work, I'm positive it will. Now hit it girl." Zet reared up into her hind legs and slammed down on the big red button with the front paw. I could feel it, the DNA samples being live-graphed into my own. While I felt a certain burning sensation, it was more uncomfortable than painful. It only lasted a minute and then it was over. The restraining cuffs on my arms legs and neck opened and I tumbled woozily to the floor. Zet bounded over to me, licking my face and yapping anxiously. The dizzy spell pasted and was replaced by a rush of power. It could feel it, the power surge within my body building, and I let take over. I let it flow to outward into my limbs, but my mind was still complete control, directing what should go where. My head and hair took on a (Ra'ad) in appearance, almost white with wavy blue lines and two bangs draped on my shoulders. My eyes however were crimson red lined in deep black lids, and silted like a Galvin's. My lips turned black and a bit thicker like a (echo echo). My neck was ringed in a metal – of some kind – collar with four silts in it, the mark of my (NRG) powers. My upper torso was a mixture of (Gravattack) and (Terraspin) bodies.

My chest was predominantly the colour and texture of a (Gravattack) with the power core between my pectorals. But my back became the shell of a (Terraspin) with vent like silts instead of abdominals. My arms became those of a (Armodrillo) while fire coloured thrones sprouted from my forearms and shoulder, the sides of my torso turning deep green, the sign of my (Swampfire) ability's. From my back sprouted massive wing and antennae that could fold down into a cape and hood like a (Big chill). From my waist to my shins were jet black but covered in green lines that resembled the lines on a motherboard, the indicator of my (Upgrade) powers. My feet were covered in hard blue skin that looked like boots with fin like spikes on the sides like a (Fasttrack). With these changes my body bore a physical representation of all my powers, my transformation was complete. I rose to my feet slowly, realizing I was eight feet tall now and at least seven hundred pounds. I couldn't help but laugh, the power coursing through me was near unbelievable. I wanted to test my limits, to see all that I was now capable of. I started heading for the cockpit when I realized, I didn't need to. I touched the wall and began using my (upgrade) powers to take control of the ship. I could feel everything, every piston firing, and every gear turning, I could feel and control it all. I set the ship to a remote nearby planet to carry out some intensive training.

Then I remember the promise I had made with Eunice. I ran to cockpit in three seconds flat. Once here I activated the long distance conference call. She had helped me out so much, there's no way I wouldn't honour the promise I had made. I transformed back into my human state, no sense showing my new self just yet. "Sup Azmuth, you got a minute." I asked as soon as the call went through. "Oh it's just you Mrs Levin, I'm curious as to why you would call me." Azmuth exclaimed as soon as he answered.

"Yeah about that, you see I got a small favour I want to ask of you."

TBC


	2. Chapter 2 - Completion of Self

I can feel, everything. As I stand here on this barren world that would normally be inhospitable to any sentient forms of life. I was completely comfortable. Even the high radiation of this world didn't faze me. But it was more than that. It was as if the planet was alive to me. I could feel every tactile sensation, every pulse. The magma flowing deep beneath the crust was like blood flowing through veins. The atmosphere above my head like thick skin, keeping everything tightly bound. The wind, the moisture in the air, even the gravity I could feel more imperceptibly. Even the core of the planet that acted like a giant beating heart I could sense. I was at one with it all. Now it was time to test my abilities at full tilt as I transformed. Eleven different DNA's all amalgamated into a single being; I guess you could say I'm the ultimate chimera. Well then let's see what I can do, I bent my knees and rocketed into the sky. I could feel every shift in the airs currents as I cut through them at mach 3. I could see every rock that zipped by bellow me clearly. I couldn't help laughing to myself, how come I never thought of this before. Probably because I wasn't smart enough to before. Then I had an idea, an idea I now had the power to make a reality. I wanted to go faster, but mach 3 was apparently my speed limit in unaided flight. So I decided to create two auxiliary boosters on my back with my mechamorph powers. My idea worked - of course it would - as my speed doubled. I was now hurtling toward a mountain twice the size Everest. But I didn't feel anxiety or dread, I felt... humour.

Now I could easily just phase myself right through the entire mountain, but where's the fun in that. So I decided to take the more direct approach, literally, and I hit the mountain swinging. It didn't even take me a minute nor did I have to slow down as I tunneled my way through the mountain. My arms moving at lightning speed to hammer away at the rock before me. I did a battle cry as I burst through the other side and turned around to observe my handy work. It was a surprisingly smooth and leveled tunnel straight through, my subconscious must've been maintaining professional calculations as I beat my through. I took off once again leaving the glowing hot tunnel to cool. From driving to the bottom of the sea, to swimming through molten lava; nothing bothered or even proved difficult to me. I wasn't quite satisfied with my test here so I spent the next week visiting other worlds. I tested my limits under every atmosphere and climate imaginable. Now that I knew my upper limits it was time to find a worthy adversary to see how I did in battle. But before I go do that I decided to go pay Gwen a visit. I haven't seen her in over a week and I was already missing her like crazy. Plus I wanted her to be the first person to see the new and improved me. So I set the navigation to Anodyne and headed to the training room to do some one-on-one sparing. Oh and by one-on-one, I mean cloning then fighting myself.

It took four hours to get there, which isn't that long if you take the distance into consideration. But with the upgrades I made to the Rust-Bucket it was now so much easy to get to anywhere I wanted to go. I decided to leave the ship in orbit and descend myself. Zet was more than comfortable staying on board the ship sleeping on my bed in the mean time. I smiled to myself upon realizing that I didn't need a spacesuit to leave the ship. I simple opened the air lock and drifted put into the void. Gazing down at the world before me, wondering where on this planet Gwen was. Now you'll have to forgive my French but as I entered the planet's atmosphere I couldn't help thinking, _what the fuck is going on here_. I mean like seriously, I couldn't make sense of anything I was seeing, and that's saying something. The sudden charges in the geography and topography of this world seemed whimsical at best. Like if the planet just decided. _I don't like that mountain being there anymore, I should move it to over here. Nah I change my mind_. Everything kept shifting positions, raising and falling, or vanishing completely. How was I supposed to find Gwen in this madness?

Oh wait I could just track her aura. You know I sometimes forget just how much smarter I am now. Memories clicked into placed when I needed them to, I now had total recall. I remembered back to that last time I really went berserk, when I had grabbed the omnitrix in order to defeat Aggregor. Back then I had lost control and was hunting down all my friends and taking their powers. But I tried to stay away for Gwen; I didn't want to hurt her. She's the best thing that has ever happened to me, the greatest achievement of my life. I didn't change my ways because Ben offered me a second chance. I changed because I wanted to be near her, be _with_ her. I guess she felt the same because she tracked me down, risked her life to save me. Even using herself as bait to lure me into a trapped. When she did that I had absorbed some of her energy, her manna. So I could track her then, and I can still track her with it now.

I flew off in a westerly direction, almost running face first into a mountain that just popped up outta nowhere. I was getting closer to her, I could feel it. I was about to up my speed when I noticed something making a bee line for me from my right side. I instinctively dodged as a ball of manna whistled pass my head by inches. "Halt intruder, state your business here or be destroyed." An Anodite – male from the looks of him – shouted and it probably wasn't a good idea to snicker. _Yeah right, as if you people could hurt me in the first place_ , I thought to myself. There were four of them in all and judging by their muscular builds they were all males. Plus the way the manna that represented their hair rose into the air rather than flowing down their backs help in my deduction. It was a good thing I wasn't in my transformed state too. I don't think they would have extended the same courtesy if I was. Furthermore it was probably I good idea if I politely asked them for what I wanted, for now at least. "Look I just came here to surprise my girlfriend" their face clearly told me they didn't believe me. "Her name is Gwendolyn Tennyson" – still nothing – "She's the granddaughter of Verdona."

That name seemed to register with them; clearly they knew who I was talking about. "W-wait, you mean Verdona, as in _the_ Verdona." One of them sputtered out as if he was scared of her, I saw another one gulp hard. "Well you should have just said so from the beginning. Come on, we'll escort you right to her," Ordered the same one whose been questioning me in the beginning. I heard the two guards at his flanks whispering about me, saying

"That guy is dating Verdona's granddaughter, brave guy."

"Yeah, he's either gotta be seriously strong, or seriously stupid."

Now you see, in the old days a comment like that would have started a fight. But I was better than that now, smarter, plus a fight now would not serve my purpose at all. And neither would their escort. "Listen guys I appreciate the offer but I would rather go alone. Like I said I want to surprise my girlfriend, wouldn't really be able to do that if you guys followed me. I give you my word, should you chose to believe it, that I have come here for no other reason." I tried to placate, I really didn't want this to come to blows. They wouldn't stand a ghost of a chance against me. They deliberated amongst themselves for a short while; they honestly thought I couldn't hear them. Although I had discovered early on that I couldn't read the minds of energy beings. Beings with no nervous systems that function on bio-electricity were impossible for me to read. Not that that would help them much as I could read lips just fine. Plus I had outstanding hearing. "Alright then, you can go search on your own accord. But know that we will be watching you." The guard leader warned "no problem, that's perfectly understandable." I gave them a good gestured wave then was on my way once more. That was way too close.

Gwen's energy signature was getting stronger by the minute. In fact I knew she couldn't be more than five hundred meters from me. I was closing in on her location faster and faster. Way too fast. I came to a dead stop in the air. Now that I really concentrated, I could feel her energy drawing closer to me, thing is I wasn't moving, which could only mean that she was. "KEVIN, OH MY GOD IT IS YOU." She shouted as soon as she spotted me. I couldn't help the confused look that sprawled across my face as she flew towards me. _How did she know I was here, did she sense me coming,_ no that couldn't be it, could it, I mean she wasn't able to track me before, not like this anyway. "BABE" she cried out as she barrelled into my now outstretched and waiting arms. I didn't quite get a chance to express _my_ joy as she wasn't done expressing hers. She crushed her lips to mine effectively sending all thoughts of conversation to the back of my brain. We made out for like fifteen minutes, neither of us needing to pause for oxygen apparently. Finally however her curiosity won out and she pulled away to stare at me. "Kevin, why are you here, I mean, h-how did you even find this place." I could see in her eyes that she was trying to hold back the flood of other questions she had. I also sensed my own frustration at the fact that I couldn't read her mind either. Oh well, she was in her Anodite form after all.

"Do you really have to ask me why I'm here? But anyway as for the how, well that's a long story that can wait." I could tell she wanted to ask more, but this time _I_ didn't give her the opportunity as I crushed my lips to hers. The pleasured moan that rumbled in her chest told me she didn't necessarily mind asking her questions later. Her lips were like the sweetest drug to me and I was already heavily addicted. Was she always this incredible, or were my senses to dull to notice the true radiance of her before. I could stay in the moment, this exact same place with her for centuries and never get bored of it. In fact we probably wouldn't have stopped if not for someone politely clearing their throat in front of us. Someone Gwen was clearly annoyed with after pulling away to quickly glance at. "What do you want Sunny, didn't I say I'd be back in a minute." Gwen said agitatedly, to which her cousin crossed her arms and began tapping her foot, in midair I might add. "Oh yeah, a minute you said, which is why I'm here. You do realize you've been sucking your boyfriends face off for like the past half an hour right." She huffed; this news shocked the both of us. There's no way it was that long, I mean we've only been here for a couple minutes, right. If Gwen could blush in her Anodite from, I'd definitely say she was doing so right now. "W-what oh shoot, Sunny I'm so sorry, I didn't realize it was that long." Gwen said apologetically to which her cousin just huffed again. Wait a minute, did I just detect some jealously there. "Whatever let's just get back, Grandma is already getting bored. And you know what happens when she gets bored." She turned and flew off, Gwen turned to me with a dazzling smile on her lips. "C'mon, I'll give you the grand tour of the place."

We held hands as we flew and she pointed out the sights. She explained to me that the whole planet was basically like a giant cluster of manna. This is Due to it being located at the center of many intersecting lay-lines of manna that flow throughout the cosmos from legerdemain. Which is why nothing here has a stable from, always changing, even at the whim of powerful Anodite's themselves. It was good to have that weird little fact cleared up. It was only at this junction however that Gwen seemed to notice that I was flying. She wanted to know how and I told her I'd Explain it later. When we arrived to our destination – which was a floating house by the way, Verdona was already waiting for us. "Oh ho, so that's why you flew off in such a hurry. Ah the power of young love. And it is quite a pleasure to see you again young man. You've grown greatly see the last time I saw you." Even though she said this cheerfully I could sense the double meaning in her words. Clearly she wasn't talking about my height, but the growth in my power, no doubt she sensed the massive increase. A portion of my new and improved mind ran calculations as to whether I could beat her in a fight. The end result was 60/50, 60% in her favour. The factor she had in her favour was experience, decade's worth of it. I could probably match her in strength speed stamina and durability. But her edge came in the gap between our experiences.

All this took me no more than a second to calculate in my thoughts. I figured it would be more polite – and less detrimental to my health - to be respectful towards her. "It's nice to meet you again Verdona. I missed Gwen a lot more than I expected so I decided to come pay her a visit. I hope I'm not imposing." I replied and again wondered if Gwen could blush in her Anodite form. "Oh quite blushing like an idiot cos." Sunny chided, unwittingly answering my internal question for me. "Oh it's no problem at all" Verdona smiled then snapped her fingers. Instantly there was an extra room added to the house. Man, even through I've gotten so much stronger; Gwen's grandmother scared the shit back into me. "Um, grandma, could you excuse me for the rest of the evening, there's a lot I want to discuss with him." Verdona smiled mischievously

"Oh really now, just talking is it" she teased

"Grandmother" Gwen said indignantly.

"Ok Ok, you two can run along and have your little talk. Just make sure you are 'safe'.

"GRANDMOTHER" yelled Gwen.

We were now deep in discussion, telling each other everything we've been through. This was actually our second conversation. The first consisting of her crying out my name – and a few other choice words – and me moaning hers. I told her everything that I had been up to, from the amalgamation of all those alien races to training to watching movies with Zet. And she told me all about the training she's been doing under her grandmother. The places she's been and the wonders she's seen. We talked for hours while rapped in each others arms till Gwen finally got tired and fell asleep on my chest. Then next day we decided to have a sparring match, me in my transformed state, her in her Anodite form. Gwen had grown far stronger than I had anticipated. She had learned how to focus the manna within her body to drastically boost her speed strength and stamina, also to my levels. Plus her magic had gotten stronger. She was now using the charms of Bazil and the Staff of Ages in tandem with each other. She quickly realized that her manna attacks really had no effect on me, so she switched up her tactics and started using magic. And it worked, well sort of. I had an extremely high resistance to it but it still affected me. Gwen explained that magic was manna in another state or form. Like if you can't drown in water, that doesn't mean you can't suffocate in ice.

Over the next few days we got into a rhythm. She would spend the morning training with her grandmother while I took care of Zet. Then we'd eat lunch and go exploring. We'd spend the late afternoon sparring until nightfall. Then we ate dinner and spent a few hours talking till Gwen fell asleep on my chest. She had basically turned me into her new pillow, not that I'm complaining. At the mark of the end of the first week here, Gwen and I were in the midst of a very particular kind of dual. We had begun to challenge one another in areas other than fighting. Like foot races or hide and seek, which may sound like a children's game to you. But when you can run at over 700 mph, or track someone almost anywhere they go, it becomes very difficult. So this time we were power lifting, but not with our hands, and we were in human from just to spice it up. Gwen was using her telekinetic abilities while I relied on my gravitational control. So far I was in the lead with lifting 250 tons, now it was Gwen's turn. "Beat that baby" I teased, but it didn't faze her at all. "Oh consider it beaten babe" she whipped back. But she didn't have a chance to, because the next thing we knew. We were standing in a massive arena surrounded by thousands of people.

"WELCOME LADIES AND GENTLEMEN, TO BATTLE PLANET. FOR YOUR BATTLING PLEASURE, TODAY, WE HAVE A SPECIAL REQUEST FIGHT." Boomed an enigmatic voice through loud speakers. "Kevin what's going on?" Gwen shouted over the noise of the roaring crowd. "I don't know, yet. But something tells me we're about to find out." Ok three main things you should know about Battle Planet. One, it's not actually a planet, it's an asteroid. Roughly two thirds the size of earth, but still an asteroid. Two, it's untraceable. The plumbers have been trying to locate and shut this place down for years. But it can only be found through invitation. And three, it was the place in the galaxy where fighters could test themselves. No holds barred, anything goes, if you die, tough luck. If you were a warrior and you've never fought here, then you were a self-proclaimed warrior. Not to mention the special request fights. Say you wanted to see Vilgax and Volcanis duke it out, if you could get 70% of the people in here to back your vote. Then the powers at be would make it happen, which is probable why we were teleported here. All that matter now was who requested what.

"TODAY WE PIT TWO OF THE GALAXY'S MIGHTIEST AGAINST EACH OTHER TO DETERMINE, WHO, IS, STRONGEST." This announcement was followed by another round of uproarious applause.

"TODAY WE PIT KEVIN ELEVIN VS. BEN TEN."

The crowd hit a fever pitch at that point. "Wait what; what the hell is he talking about. Ben isn't even-". Just then said person materializes right in front of them with Kai Rook and Rook's girlfriend Rayona in tow. "Oh, never mind then." Gwen quickly corrected herself. "Um, somebody mind explaining just what's going on here." Kai asked first. "Hey don't look at me, we just got here too." Gwen said. "The short version is, this is battle world, a place where fighters can test themselves without rules or regulations. And it would seem that Ben and I have been chosen to be the next contestants." I quickly caught them up to speed.

"EXACTLY SO MY FRIEND, YOU SEE THERE HAS BEEN MUCH DEBATE AS TO WHICH OF YOU IS SUPERIOR. TODAY THOSE DEBATES WELL END WITH ONE OF YOU STANDING VICTORIOUS. SO FIGHTERS, WILL YOU ACCEPT THIS CHALLENGE. OR WILL YOU FORFIT AND GO HOME. THE CHOICE IS YOURS."

The crowd began to jeer in an attempt to goad us into fighting. But why should I, I already know I'm stronger than Ben, I mean there's only one way he came beat- wait, I could use this. Yeah I could finally get my hands on the last DNA sample I need to become complete.

"Fine I accept, but I can't speak for Ben over here. The last thing he wants is to get his ass kicked on inter-galactic TV." If I phrase it like that then there's no way Ben would refuse. "Heh, big words from someone who's barely ever won a fight against me, Count me in." _Please, like I would lose to you again_ , he thought to himself. God he's so gullible, he doesn't even know that I can hear his thoughts. _And just what are you thinking baiting him like that_. Gwen thought out loud for me to hear. Gwen and I can communicate telepathically so there was no need for words. _Don't tell me you're after that, you are, aren't you. Kevin-._ I cut her off right then, _relax babe I'm not gonna hurt him, too bad. Besides even you have to agree that his ego needs to lose a few pounds. This will be for his own good._ I told her, you know, in my head. She nodded at me.

"VERY WELL THEN SINCE BOTH PARTIES HAVE ASSENTED, THEN LET THE MATCH, BEGIN." With that everyone expect me and Ben were teleported into the stands. "Wait you mean like right now, but I don't even know the rules yet." Ben protested. "RULES, HA, THERE ARE NONE," The voice boomed. I had already figured out where it was coming from but that didn't matter right now. "Ben you should have walked away while you had the chance. There isn't anything you can throw at me that I can't beat."

I might as well start buttering him up from the get go. "Oh yeah, that's not what our track record says. Let's see you talk big to" _– he's gonna use Humungousaur, then charge in with a tail sweep followed by a right hook_ – "Humungousaur". Pffft predictable, oh well, might as well act the part for now. I bent down and placed my hand on the ground, absorbing the stone. This should give him a decent excuse for my strength increase. And just like he planned it in his head he charge straight in. I was supposed to jump over the tail sweep, leaving myself vulnerable in midair for the right hook. In his plan anyway, but I saw it coming so I quickly moved backwards. Then I grabbed the incoming punch, using all of his momentum against him to judo throw him, causing him to dig a ten foot trench. With his face. "Did you honestly believe that would work? Just how stupid are you? Rhetorical question, I already knew the answer. _What the, how did he counter me so easily? Whatever let's try that again_. And there is one of Ben's greatest weaknesses, repetition of the same stupid action. "Hey dumb-ass, don't you think you should switch out with something else. You're not gonna beat me like that." I might as well point out his flaws here so he can learn from them. "I don't need another alien to kick your ass." He boosted and I had to sigh at it. "Then at least grow to your full height, trust me you're gonna need to."

 _Why the heck is he telling me that? Is trying to make it look like he lost on purpose" Oh well, you don't look a gift horse in the mouth I guess_. "Thanks, I think I'll take you up on that." he said then grew to Humungousuar's full height. He charge in again but I just dodged backwards again. He might have the edge in physical strength right now, but I was faster. And time was my ally. After ten minutes of relentlessly swinging at me the omnitrix timed out and I placed a well timed spin kick dead center in his chest. The force sent him flying back 4 meters and he hit the ground hard. The crowd went wild and I could clearly hear Kai's concerned call to Ben. "What going on, why can't Ben hit him at all?" Kai asked Gwen. "Because Kevin is far stronger than Ben is right now, to Kevin, Ben's predictable, easy to manipulate. This won't be an easy fight for Ben." Gwen answered and Rook nodded. "It's true, not to mention that the way Kevin has been dodging Ben's attacks indicates one clear thing. Kevin is holding back, and greatly." Even Ruk girlfriend was in agreement with the easements.

"OH MY GOODNESS LADIES AND GENTLEMEN, THE GREAT HERO BEN TEN HAS JUST BEEN PUT FLAT ON HIS BEHIND. THIS IS CERTAINLY UNEXPECTED."

"Do you know what your biggest weakness is Ben, you're overconfident." It was time to bring his ass down to earth a bit. He transformed into one of his best aliens, Diamondhead and fired a volley of shards at me. I dodged them with ease and continued. "You think because you have the omnitrix that you're unbeatable. While I admit that you have done incredible things with it – heck you've saved the universe. But Ben you have to realize that you've barely done any of these things by yourself." Ok his attacks were starting to get annoying, so I decided to use a bit of my powers. I hit him with a sonic attack on the same frequency as his diamond body. It was bit too powerful as Ben fell to his knees, his body cracked and chipped all over. He reverted back to human from panting heavily.

"ANOTHER ON BITES THE DUST. BEN TEN HAS BEEN KNOCKED DOWN YET AGAIN FOLKS." Came the commentator's voice again.

 _What the hell, a sonic attack just like echo echoes. How in the world can he do that? Something's not adding up here, he's dodging me like my attacks are moving at two miles an hour. And he keeps doing the opposite of what I expect, like he's reading me or something_. Good, he's beginning to panic, just a bit more. He got to his feet and transformed into Big Chill. "Alright then, if I can't hit you, then you can't hit me." He shouted and the crowd was loving it. Oh is that what you think. Well I'm sorry Ben but I'm going to have to disappoint you. "I knew he was holding back but I didn't expect that, he countered Ben perfectly." Rook commented. "Gwen you know what's going on don't you. C'mon spill it, how did Kevin just do that?" Kai grilled Gwen but Gwen just smiled. "Oh you'll see. Just try not to freak out," was all she said. Ben charged me yet again, intending to phase into the ground and flash freeze me from behind, so I let him.

"OH WHAT'S THIS, KEVIN LEVIN HAS BEEN FROZEN SOLID. IS THIS THE END FOR HIM? NO, WAIT A MINUTE PEOPLE, SOMETHING IS HAPPENING DOWN THERE."

He was right; this ice couldn't hold me, not with my (NRG) powers. I was immune to cold, my entire body glowing red as the Ice evaporate quickly, leaving me perfectly dry. Ben stared at me in dumb shock, not believing what he just saw. It was like his brain was on repeat, asking 'how' over and over again. This time I charge him, throwing a straight punch to his chest. He went intangible almost on reflex, _Heh told you you're not hitting me_ , he thought smugly _. Oh really, is that what you think._ I fired back into his head and watched as his eyes went wide. I sent a current of electricity though his body, pulling his molecules back together. Then driving a punch into his face and flooring him once again.

"OH DOWN AGAIN. LADIES AND GENTLEMEN KEVIN ELEVIN IS OWNING BEN TEN. WHAT IS GOING ON HERE?

I waited till Ben got to his feet, his nose bleeding profusely and his legs wobbly. "Like I was saying, you overestimate yourself too much and underestimate your opponent base on past experiences. Face it Ben, without the omnitrix you would be just another nobody. Not to mention you wouldn't still be breathing if not for the help of friends like me and Gwen, Ruk and your grandfather. You have nothing special about you apart from the omnitrix and even that you haven't mastered yet. That being said, it is a fundamental fact that a weapon's greatness is determined by he who wields it. And in that regard Ben, you deserve and have the utmost respect. However there's no way you can beat me, well there is one way, if you're brave enough." I was laying the bait thicker now.

Our fight degenerated into him picking an alien and me beating it. However after about twenty minutes I got bored of it and decided to raise the stakes. As he was about to transform into (Water Hazard) I used my speed to grabbed his arm before he could hit the omnitrix. I landed a punch in his gut, knocking the wind out his lungs. "Here's another one of your flaws. If you can't reach the omnitrix you're practically powerless. Not to mention that all someone has to do is outlast you for ten minutes and you revert back into your human from." I said as I held him dangling by the wrist. "Um isn't he basically telling everyone Ben's weaknesses? That could be extremely bad for Ben if his enemies are watching this broadcast right now." Ruk pointed out. _Kevin, tell me this is all a part of some plan of yours_. Gwen asked me through telepathy. _Yes it is, just trust me ok, I got this_. I grabbed hold of the omnitrix and started using my Technomorph powers. With my boosted intellect it was easy to understand the inner workings of the device. I had to hand to Azmuth though; this thing was a truly brilliant piece of tech. After awhile I release the omnitrix and Ben. He got to his feet shakily and I was impressed by his spirit, the guy had an iron will.

"W-what did you just do to the omnitrix Kevin." Ben asked angrily. I raised my hands in front of me in mock surrender. "Relax Tennyson; all I did was unlocked the master controls. Now you don't have those pesky weaknesses. And this fight can really get swinging.

"Wait you did what. Why would you do that? At this rate you could win easily." Ben said cynically and I was surprised he had the guts to admit he would lose, but. "Yeah you're right, I could win this easily. But who said I wanted to win this easily in the first place." I grinned back. _Well that confirms it, the guy's gone crazy. I might as well give him want he wants then. And I think I have a plan for that. Alright let's see how you handle this move_. Oh ho, the plan he just formulated in his head was borderline genius. _Oh you're in trouble now. You know you're going to have to fight seriously now_. Gwen said to me, clearly listening in to Ben's plan too. "Don't come crying to me when you lose, remember you asked for this." Ben declared and then shouted out 'echo echo'. He then cloned dozens of copies of himself and had then all revert back into his human form.

"UM LADIES AND GENTLEMEN, DOES ANYONE HAVE A CLUE AS TO WHAT'S GOING HERE. CAUSE I, AM, LOST." Said the very confused announcer.

Each Ben held up his hand with the omnitrix as each clone of him shouted out a different alien name. Soon the three mile wide arena was filled with every alien Ben has every turned into, including the one I was truly after, Alien X. The entire crowd went completely silent, never have they ever seen anything like this before. I couldn't contain my excitement and began to loudly laugh. "Excellent Ben this is what I expect from you. Now I can finally get serious." I transformed into my ultimate from and produced the same amount of clones as he did. It was like two small armies staring each other down. I didn't give him the chance to gawk. "Ready or not Ben, here I come." The battle spiraled into complete chaos after that, it became a small scale war, energy attacks and bodies flying everywhere. However I had the upper hand, for every one of my clones Ben took down; I took down ten of his. Then I headed straight for my prize as I phased through the ground to come up behind alien X. I planted my palm flat on his back and absorbed a missive amount of energy, live-graphing it's DNA onto my own it the process. I now possessed the powers of the celestial-sapiens, minus the second and third consciousnesses. The rest couldn't even be qualified as a fight. I set off a celestial level EMP, effectively shutting down the omnitrix, along with the rest of Battle Planet. Then just knock Ben out with a strike to the back of the head. I didn't feel like staying to celebrate so I snapped my fingers and returned everyone to where they had come from. And just like that, Gwen and I were back on Anodyne. Gwen just stared at me.

"You planned for this for the very beginning didn't you? That whole fight was nothing but a stepping stone in your plans." She questioned me and I gave her a smug smile.

"Yep, pretty much, although I had planned it to happen elsewhere under different circumstances, but no matter. I got what I wanted, and Ben's the stronger for it, it's a win-win wouldn't you agree." I termed

"Well, when you put it that way. I guess it is. So what's on your agenda now?" she asked while wrapping her arms around my neck. "Hmm, why don't you read my mind and see." I said seductively, and then watched as her face flushed as she read my thoughts. "OH, oh wow I guess this really is a win-win for everyone." She spoke softly, too embarrassed to look me in the eye now. I tilted her face up to mine and kissed her softly but deeply, the little moan that travelled up her throat already exciting me.

"Yep, you included."

TBC


	3. Chapter 3 - Ultimate Proctor

**Absolute** , if I had to describe the powers I now had in one word. Then it would be Absolute. The small portion of Alien X DNA that I stole from Ben was not enough to recreate the same powers as him. But it was enough to boost all my other powers to their absolute limit. I could now create F5 tornados as if it were nothing. Lift cities, continents with my gravitational powers. And build super magnets strong enough to destabilize planets. My freeze was now at absolute zero and my flames burned black, capable of incinerating even ash. Of course this boost in my powers only occurs when I fuse my Alien X power with the others. So my powers remain at their baser levels which are more than enough to take down pretty much anybody. Plus I only ever intend to use my max strength when it's warranted, like with inter-dimensional super beings. Or Paradox – nothing good ever happens when that guy comes around.

After a few days of training I had completely mastered my new powers. Now it was on to phase three, become the next Proctor. It was easier than I thought to accomplish, almost a letdown to tell the truth. In order to become the Proctor there were three things that you need. Firstly you need recommendations from three Magisters, Max, Patelliday and even Azmuth vouched for me. And nobody second guesses Azmuth. Second, you had to past an oral and written exam; which with my IQ was practically child's play. And third were the combat trails, my abilities literally made it a walk in the park. Once I took on my ultimate form no one even bothered challenging me. All in all it's safe to say that I passed with flying colours, perfect scores across the board. In fact I was the first one ever to get recommended to such a post by Azmuth himself. The ceremony for my indoctrination was held at Plumber HQ and broadcast to every Plumber base. I was announced as the new Proctor, sworn into my post and had to give a speech. At the end of the ceremony I was congratulated time and time again. Gwen of course was right by my side throughout all of it and honestly, her proud smiled made me the happiest of all.

After the ceremony concluded and everyone left, Gwen was still at my side, holding my hand and smiling. "So what now, new Proctor of the Plumber's, babe this is a very important job you've taken on so what's your next move. I know you've already thought of it." She said giving me that all knowing look, and of course she was right. "Heh you know me too well sometimes." I snicker and she raises an eyebrow at me. "Sometimes?" she ponders and I roll my eyes. "Alright all the time, happy now," she just smiles. "Well I have to go talk to the Magistrata, get some stuff in order. Once that's done I plan on assembling my own team, after that, well we'll see." I explain as we match towards the Magistrata's office. As we get to the main doors Gwen pulls me to a stop. "Well this is it for now babe, I gotta get back before grandma shows up and makes a scene. Good luck babe." With that she kisses me and turns to walk away, and then turns back. "Oh and one more thing, once your done here come see me OK." Her smile becomes so seductive that I can feel my blood heating up. "I've got an extra special present waiting for you." She said just before vanishing in a flash of pink light. I won't lie; those words put an extra spring in my step as I practically flew through the main doors. The elevator was taking too damn long to get to the top so I just phased though every floor till I was standing in front of the Magistrata's office.

I knocked then waited, opening the door when I receive permission to enter. "Ah if it isn't the newly appointed Proctor, what I do for you Mr. Levin?" She asked without even looking up from the report she was reading. "You seem quite busy so I won't keep you. I simply came to ask for all resources' once held by Servantis to be allocated over to me. His base, weapons, vehicles and any documentation he submitted. I'd also like a little time off before reporting for duty sir." She looked up at me with a raised eyebrow. "The first part of that request I understand since those things were already at your disposal upon request. However the latter half leaves me confused. Don't you think it's a little too early to be asking me for vacation time Mr. Levin?" She inquired now laying down the report. "You've got it all wrong sir, I'm not asking for vacation time. I just want some time to set things up the way I want them to be before taking active missions. Like my base and selecting my team first and foremost.

"Oh, well I can see the logic in such a thing. Very well Mr. Levin how long will you need?"

"Well if I'm gonna be thorough about it, which I will, about one month."

"Then one month it is. Good luck to you Mr. Levin. And I sincerely hope that you do not disappoint me as Servantis did. That would be, most regrettable." She extended her hand as she spoke and I shook her hand firmly. "I have no intention of doing so sir." I declared as I turned on my heels and left her office. I was quickly outside the building where I was greeted warmly by Zet, who for some reason had a Plumber issued blaster in her mouth. "Get back here with that ya damn dog. Before I carve- oh it's you sir." The guard who Zet clearly stole the blaster from came barrelling round the corner yelling. He came to a dead stop as soon as he saw me, saluting and apologizing. I decided to mess with him a bit. "Hold on a minute soldier, did you just lose your firearm to a dog." I asked sternly, watching him gulp hard. "Sir the dog snuck up behind me and-"

"So you mean to say that an animal got the drop on you, and a dog no less." I cut him off, enjoying watching him sweat. "Seems to me like you were slacking off and got caught with your pants down soldier" I pushed on. "N-NO SIR," He shouted "I was not slacking in my duties at all sir. That dog is just incredibly stealthy sir." He shouted again, I guess that's enough teasing for now. "Oh I know she is, I trained her. Zet give the guard back his gun and let's go." I ordered then started heading for the ship. She whined a little at having to give up her game but did as was told. The guard just stood there dumbstruck, realizing he'd just been pranked.

It took me fifteen minutes to get to Anodyne, and but time Zet wanted to come along. It wasn't anything special for me to build a jetpack specific to her before we headed out. However this gave a whole new feel to the term 'walking the dog'. Within minutes she got the hang it, even doing barrel rolls. "Ok girl that's enough showing off, we need to get a move on." She gave a sharp yap and flew after me. I could pretty much understand her now; every whine and bark meant something. Mostly confusion at the strange shifting landmass, but that's normal to anyone who comes here for the first time. With my speed I was at Verdona's house in minutes. I could have gotten here sooner, but I wanted Zet to see the sights. Verdona was at the door before I even knocked, congratulating me and showering me in hugs and kisses. "It's good to see you doing something worthwhile with your life young man. No doubt my granddaughter has been a positive influence on you." she said smiling. "Grandma is that Kevin. Could you send him up please, my hands are kinda tied right now." I watched Verdona sigh heavily.

"That girl what could she be up to. You know since she got back she's been holed up her room, working on some secret special present for you. Why don't you go see what it is?" She smiled mischievously; something tells me she already knows what it is. I thanked her, lift Zet to go chase manna birds and ran up the steps so fast I nearly created a sonic boom. I was nervous as I stood infront of her door, wondering what could be inside. Of course I could have used my powers to find out, but what would be the fun in that. "Babe, can I come in?" I waited for an answer. Who knew 3 seconds could feel like forever. "It's opened already so get in here." Came her seductive reply, I gulped as I slowly opened the door and as soon as I saw her I forgot my name, and why I came here for that matter. She was by far the most beautiful thing I have ever seen in all my life and somehow she manages to keep getting more and more beautiful to me. There she was, laying in bed in pink lacy see-through lingerie. Her hands were bound above her head by a pink ribbon that was tied to the headboard. So that's what she meant when she said her hands were tied. She was also wearing make-up - which is kind of a rare thing for her - dark eyeliner that really made her green eyes pop and just a bit of blush. I could see her chest begin to raise and fall quicker with my arrival, her nipples hardening in anticipation. Only her moist neither-lips were concealed from me, hidden behind a black lace thong.

"Are you going to just stand there and stare? Or are you going to close the door and come get your present." She said sultrily and it was all I could do to stop myself from lunging at her. I shut the door and stripped off all my clothes except my boxers as slowly made my way over to her. She licked her lips as her eyes ravished me, her legs rubbing together in an attempt to relieve the growing ache between them. She began to wiggle as I slowly climb onto the bed. "Well well well, this is quite the present indeed. Any other hidden goodies I should know about." I teased as I peppered kisses across her neck and collarbone, lightly trailing a finger from her knee to her thigh. She arched up into my lips, moaning and pulling at her restraints. "Oh yes there is. I soundproof the room so no one can hear anything from the outside. Plus there's a spell that absorbs vibration cast on the room." She panted and I moved to look her in the eyes while firmly grasping her backside. "So that means that no matter how hard we go at it or how much I make you scream. No one will know." I parted her legs and grounded my hard length against her hot core. She threw her head back and moaned loudly. "Not a soul babe. So I really want you to make me scream tonight. And fuck me harder than ever before." she whispered hotly into my ear.

So I did exactly as she asked, that night I didn't just make love to Gwen. I straight up fucked the living day lights out of her. After she passed out the second time from climaxing, she transformed into her Anodite from and ripped free of her restraints then tackled me off the bed. She straddled my lap and rode me like there was no tomorrow, screaming my name over and over again. I grabbed her hips and started pounding up into her hard enough to measure on a rector scale. She lost it at that point, screaming out incoherent words as her nails dug into my chest. I sat up, wrapping my arms around her as I smashed up into her womb. "Oh Dear God Kevin" she cried out and practically bear hugged me – crushing the wind out of my lungs – and screamed into my neck as she went over the edge of a mind shattering orgasm yet again. Her body twitched spasmodically as she rode out her climax then went limp as she came down. But I wasn't through with her yet, not by a long shot. I had her crying out my name and Cumming herself senseless for the next five hours. Not that I wasn't doing the same thing either. She made sure she gave back as much as she took.

The next morning was somewhat bittersweet. I was in rapture and yet completely exhausted and sore at the same time. Gwen was sleeping on my chest, her hair splayed wildly across her face. To me there was nothing more mesmerizing than her sleeping face in the new morning light. The room however looked like a hurricane and a tornado had a fist fight in it. I chuckled a bit, remembering how wild things got the night before. I heard Gwen groan groggily as the rumbling sound woke her. "Sorry babe I didn't mean to wake you up." I whispered, gently wrapping my arms around her. "It's ok, I was already up. I just didn't want to move." She replied softly as she buried her head deeper into my neck. I chuckled again. "Sounds like you had a rough night." I was shaking with barely contain laughter now. "Ha ha very funny babe, just who do you think is responsible that?" she looked up at me and pouted, I laughed and flicked her on the nose. "That would be you, remember. That sexy little present you got me." She rolled her eyes and buried her head back into my neck.

We stayed like that for about an hour, making small talk about anything really. We talked about our future goals, both together as a couple and personal aspirations. About what she's been learning under the tutelage of her Grandmother, which was alot apparently. We also talked about what I planned to do next. "So you've already got all the candidates lined up huh. Man you work fast. I've still got a week before summer break is over. I wish I could b-" Whatever she was about to say was cut off by her growling stomach, complaining about its severe lack of content. "C'mon, let's go get you something to eat." I said trying to get up, she mumbled something. "What was that" I asked but she just mumbled it again. "Seriously babe I can't hear you."

"I said I can't get up Ok. We seriously overdid it last night and now I can't feel my legs. I so sore I can barely move." She exclaimed, which suffice it to say rendered me silent. Won't lie, felt a little proud of that fact. So we stayed in her room and she summoned food straight from the kitchen. We ate and talk, and went at it a couple more times. We spent the rest of the day like that and honestly it was one of the best days of my life. The next day I got ready to leave bright and early. We held each other at the door, reluctant to let go. It was almost physically painful to do so. "Be careful out there babe, please. I'll come see you as soon as I can." She said as she hugged me, I hugged her back. "You got it babe. See you soon." I intended the kiss to be short but Gwen had other ideas. She wrapped her arms around my neck and pulled me in, deepening the kiss. "Get a room already." We heard her cousin shout behind us and I was honestly tempted to do so.

I had to ripped myself away from her, shout a quick goodbye and fly off to the ship with Zet on my heels. Back on board the Rust-Bucket I set a new picture of Gwen and me on the wall in the cockpit.

"Alright girl, let's go assemble a kick ass crew."

TBC


	4. Chapter 4 The Rooters - New and Improved

The Rooters - New and Improved

"So he called you guys too huh." Cooper exclaimed as he entered the room and saw his long time friends. "Yeah dude, although I didn't expect to see you here. Wonder how come?" Alan pondered as Helen raced over to embrace Cooper in a hug. "Cooper I'm so glad to see you. And here Manny thought that this was a get-together of us Amalgams." She said cheerily, causing Manny to huff. "Well you can't blame a guy can ya? I mean it was just you and me and Alan here before. So of course I would've thought that. But now that Cooper's here I'm starting to wonder what Kevin's really planning." He defended. "Same here. I mean, why call all of us." Alan agreed. As the five friends fell into a thoughtful silence, the door opened to reveal someone that none of them knew.

"Umm hello, some dude named Kevin sent me here. Although I'm not exactly sure were here is. Nor did he say anything about aliens being here either. But I'm cool with it, I like aliens. Oh right, the names Mai." Blurted out the new girl, well, this was a surprise; no one knew what to say. They just stared at her in stunned silence. "OK starting to get a little weird-ed out now by all the staring. So I think I'mma just go ahead and leave." Mai laughed a little uneasy and slowly started to back away. "We're so sorry about the staring, we just weren't expecting, you, right guys." Helen panicked and there was mumbled agreement all round. But she still backed towards the door until it opened again. However instead of her going out, she was pushed back inside. Only for a new group of six to enter the room lead by the one who gather them together.

"Good you guys made it here safely. Well now that the gangs all here, let's get this party started shall we." Kevin said clapping his hands together. "Yeah about that, you mind explaining what this 'party's' about, man? Because we're clueless here, so what's the deal Levin?" Manny ordered loudly. Agreement chorused in the background. Kevin sighed and grabbed a seat and Zet came to lay by his feet. "First off, let's get to know each other with a brief introduction, and then we can get to that stuff. Let's start off with the senior members, so whose first." The ones who knew Kevin knew that whatever he was up to, it was big. So they were a little skeptical to play along with it. But it's not like they had much choice seeing as Kevin was bent on being all cryptic. Then Helen decided to step up to the plate and get things started as everyone grabbed seats.

"OK let's do this. So for those of you who don't know me, my name in Helen Wheels. Heh no pun intended. I'm a Human and Kenarceleran hybrid, and also a Plumber. Oh and not Plumber in the sense of fixing toilets and stuff. No Plumber as in an elite organization of, well, space cops." "Wait there are space cops called Plumber's, my dad was a Plumber. Does that mean he was one of you guys?" said one of the newcomers. A portly kid with close cropped black hair and freckles. Helen started to look to Kevin nervously, unsure how to answer. "No he wasn't kid, I checked." Kevin said gaining a depressed groan from the boy. "Also I used to have a brother, but sadly he's no longer with us." Sadness evident in her tone - "and that's pretty much me in a nutshell. So who's next?"

Alan jumped to his feet; he was actually excited about, whatever it was that Kevin was planning. Because he knew that whatever it was, it was gonna be epic, and he got to be a part of it. "Sup peeps, the names Alan Albright. I'm a Human and Pyronite hybrid, oh and I'm a Plumber too." He stated proudly, and then a hand was raised. It was the girl who was pretty much the only one in the room shorter than him. She was also African-American with vibrant hazel eyes and her hair was splattered with purple highlights. "Umm what the heck is a Pyronite?" She asked meekly. Alan took awhile to answer, mostly because he was lost in thought at how pretty she was. "Umm hello, anybody home in there?" She said after receiving no reply, causing the others in the room to snicker. "Huh, oh yeah, right, Pyronite. Actually I think it would be better to just show you what it is." He as he clenched his fist and readied himself then transformed. "Cool right" He laughed at the reaction on the newcomers faces, although he was mostly focusing on hers. "Wait I have another question. How come you can do that but the others can't? Switch forms like that I mean." That one stumped him and also got the others thinking about it too, how come only Alan could control his change.

"Actually I can explain that one." Kevin said causing all eyes to turn on him, Alan turned back to human. "You see out of all the Amalgam kids, Alan was the most dangerous at the time." "What, Alan was, don't you mean me?" Manny protested, getting a quick elbow strike from Helen. "No I don't, I said the most dangerous, not the strongest. Servantis knew that if left as he was, constantly on fire. There was the potential that Alan could burn down the place unintentionally. And that was just too much of a hassle to deal with. So he didn't lock Alan's transformation in place like he did with you guys." Helen, Manny and Alan were shocked silent. "You mean that all this time we thought that we were stuck like this forever. There was a way to undo it, and you didn't tell us." Helen hissed the last part as she got in Kevin's face in a second. Which didn't faze him at all, he just sighed. "Well firstly, I only realized this recently. And I plan on doing a whole lot more than just telling you, I can remove DNA lock for you."

That deflated Helen's anger immediately. "Wait, you can change us back to our human selves?" she asked just above a whisper, Kevin nodded. "If you and Manny want to, well more like I can give you the ability to shift like Alan does." "Yes" was her immediate response. "I mean, I would like that, right Manny. Although it's been so long since I was human that I don't really know what I would look like. It scares me a little." She admitted, but then felt Manny's hand on her shoulder and saw the determination in his face. And she wasn't scared anymore, she had all the courage she needed, in him. "Do it man" Manny declared and Kevin got up from his seat. Everyone watched with baited breath as he held out his arms, pointing each index finger at their foreheads. Then a small discharge of red lightning leapt from his fingers and hit then dead between the eyes. Both Manny and Helen reeled back as they felt a wave of nausea hit them, sinking to all four to steady themselves.

They knew they were turning back, they could feel their bodies shrinking, see their hands change colour and size. When the nausea passed they stood up and everyone gasped, except Kevin of course. There stood a beautiful - sixteen or so – 5'7" tall fair skinned girl, with bright green eyes and shiny blue hair. Beside her stood a burly - about the same age – 6'1" African-American boy, with sharp black eyes and an afro. They marvelled at themselves first, and then each other before Helen turned her face away to hide a blush. She had always had a thing for Manny, and now with him looking at her the way he was. Like she was the most beautiful thing he'd ever seen, those feelings all of a sudden intensified. "So we gonna continued this thing, or is everyone gonna start looking at each other all googly eyed." Said a tall sandy haired young man with his arms folded, one of the newcomers. That woke everyone up fast and they once again reclaimed their seats, Alan cleverly positioning himself next to the purple haired girl.

"Alright then guess it's my turn. My names Manny Armstrong, I'm a Human and Tetramand hybrid, also a Plumber. I like either shooting stuff or punching stuff, whichever comes first. And that's pretty much it for now." He returned to his seat next to Helen after that and Copper went up next. "Hey there, the names Copper Daniels and I'm not a hybrid anything but I am a Plumber as well. I'm a technopath which means I'm good with machines, or anything electrical really. And I'm currently wondering what the heck I'm doing here same as you guys." He ended with a sharp glance in Kevin's direction, who smiled slyly in returned. "Well now that the veterans are out of the way, time for the new recruits." Kevin said and a thoughtful look flashed across Helen's face at the word 'recruits'.

And up first was the first newcomer who showed up. "Well hello again, my names is Mai Minder. I'm seventeen and from Europe. I like music and reading and am a very friendly person. Not sure what's going on yet but kinda excited about it and I hope I can be friends with all of you, thank you." she announced then went back to her seat next to Cooper. Up next was the girl next to Alan. "Um hey, I'm Allison Nip, I'm sixteen. I was running away from another foster home when that guy, Kevin was it, found me. Never had much in the ways of likes or dislikes and I hate pretenders. I'm only here to hear what that guy has to say, all he told me is that it was better than living on the streets, so here I am." She said meekly again before heading back to her seat. An odd silence fell on the room, not at her story; it was more like a bonding silence. Then the portly boy stepped up in front. "I've um, never really been asked to be a part of anything before so I'm not sure what to say. My names Billy Rowter and I'm seventeen, or so I'm told. I was in the St. August orphanage until Kevin found me and brought me here. I've never really had friends or did anything particularly cool. Maybe that will change now, I hope." He treaded back to his seat, not looking hopeful at all.

The next one to take the stage was the girl who sat beside him. "Hello there I'm Kathrin Ament, age sixteen. I was living with my uncle who was a chemist until he passed away recently, cancer. I was about to enter the system when this guy showed up and said he waited to offer me a job. Not sure how this qualifies as a job, but hey, at least it's not boring. That's my story, thanks." She returned to her seat. Then up came the last girl. "Whatever this little get-together is better be worth it, I was doing just fine as a pick pocket in Vegas. So the Names Iris Pient, I'm seventeen and officially I am a ward of the state. Oh and I stole that guy's bracelet. Though it doesn't look like it's worth much." she said holding up said item which appeared to be hand woven. The last boy, the sandy haired one shot to his feet and lunged at her. Grabbing her by the throat and lifting her off the ground. Everyone went wide eyed at his sudden and violent actions as the girl struggled and thrashed for air. Then he too was lifted off the ground and Iris was invisibly freed from his grasped.

"What the hell is wrong with you?" she screeched as she coughed for air, but he just glared at her. "I can answer that?" Kevin revealed and they realized he was the one who saved Iris and still held them aloft with his powers. "You see that bracelet you just stole was from his sister." "Oh, my bad dude. Hey listen I was only playing around just now, but sorry anyways." She apologizes sincerely, but he didn't reply, at least he stopped death glaring her. "Yeah when I found him he was a ward of the state, same as everyone one of you. However unlike the rest of you, he was locked up for attempted murder." There were low gasp all around. "What the hell would you bring him here if he's a criminal for?" Iris shouted and Kevin raised an eyebrow at her. "Criminal, this from the girl who just admitted to being a thief, that's rich. Plus it's why he did it that caught my interest. He attacked the foster family that was raising his little sister." "Why the heck would he do that?" Iris asked, everyone else wanting to know as well."Because they were abusing her, and then because of a fight that broke out, his sister was accidentally caught up in it and died."

The room went dead silent, all eyes – some beginning to well with tears – turned to Brock. "Oh man I'm such an idiot. I am so sorry, I didn't-" "Save it I don't need your sympathy." He snapped, cutting Iris off before his features grew remorse. "It was my fault anyway. I was her older brother; I was supposed to protect her. And I failed; I failed to protect all I had left. I don't deserve sympathy." He said bitterly and Kevin moved forward to place a hand on his shoulder. "You may not deserve sympathy, but you do deserve a second chance. You all do, which is why I brought you here. Starting today you will all be a part of an elite squad lead by me. You will answer only to me or the Magistrata and I will personally bestow you with powers like the other Amalgams, so, any questions?" Kevin asked lightly, gaining dumbfounded looks. "Yeah I've got two, First off, WHAT? And secondly, WHAT?" Iris blurted out "What elite squad, and how can you, give us, powers." She continued.

"Ok let me break this down for you guys so there's no misunderstanding. As of right now, none of you, and I mean Iris, Brock, Allison, Billy, Kathrin and Mai, officially exist. I picked each of you because you were wards of the state with no family attachments. In fact even now with all of you missing there's been no form of search or inquiry launched into your disappearances, you've been written off." You would think that hearing no one wanted you or would miss you would hurt alot. But these children weren't fazed by Kevin's words, for it was something they already knew. "True that it was easy to erase your identities from every database on earth, but that wasn't the only reason. I have done extensive digging into each and every one of you past. You all have been dealt some pretty shitty hands in life, and alot of you have gone down bad roads, just like me."

"Oh so you're here to save us from ourselves are you?" Brock said sarcastically. "Yes, yes I am. I'm going to give you a second chance in much the same way I was give one. And I believe that you'll chose to take it, much like I did." The confidence of Kevin's words struck a deep cord with them. They knew what he was saying was true; after all, he was dealt the same kind of hand as they were. "Umm, what exactly do you have planned for us if we say yes?" Allison asked what they all wanted to now. "Say yes, and you will join my elite team, The Rooters. Hmm maybe I should explain further. Ok so you've heard of the Plumbers right, how they're like an interstellar police force." They nodded, some glanced back at Helen and the others.

"Well this team will be like the SWAT unit. We'll be the ones they'll call in for the really bad cases." "So you want us to fight alien super criminals, with what?" Kathrin said and Kevin gestured towards the other Amalgams. "They were just humans like you once. Until the last guy who held my position as Proctor. A guy named Servantis – he said the named with hatred - Used my powers as an Osmosian to turn them into hybrids, and I can do the same. I will make each of you into powerful Amalgams, train you and lead you. I won't tell you that it'll be fun and games, it won't be. Can't tell you that you won't suffer, or lose people you'll grow close to, maybe even love, because you will. But I can tell you that from now on, you won't be alone. The people in this room will become your new family. You will learn with them, train with them, grow with them, suffer with them, and above all, protect them." That last part Kevin said while looking directly at Brock, the meaning not lost on the young man at all. "And if we say no?" Kathrin asked again.

"If that is what you chose then I will immediately returned you to where I found you, after I erase your memories of this ever happening that is. As for Helen, Manny, Alan and Cooper, you guys will go back to your units, minus the mind wipe of course." Kevin said nonchalantly. They all began thinking hard about the matter at hand. "Let me clarify one thing here. Since you're the new Proctor that means we'll only take orders from you or the Magistrata, right?" Manny speculated, "Yep" was the answer. "And we'll get sent after all the big action and bad guys right." He was starting to get excited now after another confirmation from Kevin. "Well then I'm totally in." Manny affirmed, crossing all four of his arms as he transformed. "And what of the rest of you guys?" Kevin questioned.

Helen just sighed. "Well of course I'm in. After all somebody's gotta make sure this big idiot doesn't get himself killed." She said as she punched Manny in the arm. "I'm in, not like I had any big plans anyway." Alan voiced. "So am I. Besides I could use the pay raise." Cooper joked. "What say you guys?" Kevin turned to the new recruits as they seemed to reach a decision as well. "I've never really had friends before, but you're offering a family instead, which is like a thousand times better. So then I'm in." Billy said causing Helen to transform, race over and hug him. "Yeah you had me at the powers thing." Kathrin said, her imagination already running wild. "Well it's not like I had any big plans anyways. So yeah I'm in too." Allison said mimicking Alan then sneaking a glance at him. "Fight crime and save the universe or back to prison. Not much of a hard choice there. And I have no intention of failing a second time." Brock declared, which Kevin nodded. "OK I just need to know, do I get to fly. Cause if so then hell yeah I'm in." Iris said, as the final confirmation.

"Luckily for you, yes you will. Now let me formerly introduce myself." As he said the words he showed them his show from which even the other Amalgam kids hadn't seen yet. "My name is Kevin E. Levin, Proctor of the Plumbers and Leader of the new Rooters. Welcome to the rest of your lives." He declared loudly and everyone was rendered speechless. The newbie's couldn't fathom what they were seeing. But the ones that knew Kevin, knew that his powers now was on a totally different scale. One that even all together they knew they would never be able to reach. "So here's how it's gonna go, you will each be placed in two man teams, after which I will bestow you with your powers. Training will last for six months and at the end of it, a test will be administered. After that the Rooters will make themselves known, so any questions?" He looked at them and then noticed Mai fidgeting.

"You can ask me anything you know, and I know you have something to say, Mai." He told the girl, making her squeak a bit. "Well it's just, ok it's not anything major but, do we get like, get our own customized uniforms?" she asked, this actually surprised Kevin. "I wasn't really planning to, but now that you mention it." "OH can I help, please. I'm really good at fashion design." She all but shouted. "Ok Ok you can help, heck you can design them all if you want. Just make sure there're all black and adhere to Plumber code a little." He warned, but she was so exciting it didn't look like she was listening.

"Now the teams will go as follows. Helen and Manny, you guys will be unit 1. You're the most experienced members here apart from me. So I want you two to be front runners, think you can handle it." Manny just snorted. "Of course we can, I mean we did trap you and nearly sent you to the null void that one time." Helen reminded him, to which Kevin frowned. "Oh yeah that. Anyway unit 2 will be Alan, who I'll be partnering with Allison, so show her the ropes. And Allison the abilities you will received are those of a Necrofridgion." Both Allison and Alan looked at Kevin confused. "A what?" she asked. Kevin pondered for a moment then built a holo-viewer out of his palm. "It's the one Ben calls 'Big Chill'. You'll have the ability to phase through pretty much anything, camouflage and freeze breath. In a sense you will counterbalance Alan's powers." Helen had the sneaking suspicion that Kevin wasn't just balancing out powers, but personalities too. Almost like he was match making, but that couldn't be right, could it.

Unit 3 will Be Cooper and Mai. Cooper since you already possess powers of your own I wasn't sure if I should make you an Amalgam. Truth is I'm still not. However I was thinking of live-graphing the DNA of a Galvanic-Mechamorph onto yours, if you want." He offered. "You kidding, that would only boost my powers while added a few new ones. I'm so up for that." Cooper fully agreed. "Good to hear. Now as for you Mai, you will be given the telepathic and telekinetic powers of an Uxorite." He showed a visual representation along with his explanation. To which she just replied "Sweet." "Unit 4 will be Billy, who I'll give the powers of an ultimate Arburian Pelarota, and Kathrin, you will receive the powers of the one Ben calls Gut-Rot." They were both shown the aliens to which they would become and had no problems with either.

"And last but not least unit 5, Brock and Iris. Brock you will be given great power, maybe greater that the rest. You will receive the powers of a To'kustar." There were loud gasps at his words. "Whoa there man, have you lost it. You wanna make this guy a way big, are you nuts?" Manny shouted. "Kevin this is kinda dangerous, are you sure you wanna give someone, anyone, that much power?" Helen asked in concern. "Of course I'm sure; I picked him especially for it. I know he won't fail, you'll see. Now as for you Iris, perhaps your powers will be even more dangerous than Brock's, because I'm given you the powers of a Nemuina."

"There were gasps again. "Ok I really hate sounding like a broken record here, but are you absolutely positive about this. Nemuina's are feared even by Khyber." Helen raised in yet more concern than the first time. Plus it also helped her confirm that Kevin was indeed match making. Not that she was about to complain about it. "Look I know what I doing ok, none of this is random. You just can't see it yet, but you will. So now that I've list the teams.

Let's move on to phase two."

TBC.


End file.
